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Restricted or Prohibited Words in the Name of a New York Corporation, LLC and / or LP

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The use of the following words and phrases are restricted or prohibited by statute* in the name of a Business Corporation (“BC”), Not-for Profit Corporation (“N-PC”), Limited Liability Company (“LLC”) and/or Limited Partnership (“LP”) in the State of New York

 

academy cooperative institute preschool
acceptance cooperation insurance redevelopment
“America Espirito Sport Fraternite” council investment savings
annuity doctor kindergarten school
arboretum education labor secondary
assurance elementary lawyer state police
attorney endowment library state trooper
bank exchange loan surety
benefit fidelity mortgage tenant relocation
blind finance museum title
board of trade guaranty nursery school trust
casualty handicapped Olympiad underwriter
chamber of commerce historical Olympic union
“Citius Altius Fortius” historical society Pan-American United Nations
college history Paralympiad university
community renewal incorporated Paralympic urban development
conservatory indemnity partnership urban relocation
corporation industrial organization prekindergarten
Word or Phrase Restricted
or
Prohibited		 Entity
Type(s)
Affected		 Required Consent
(if applicable)		 Statute(s)
(See code identification
listing at bottom of chart)
academy Restricted BC
LLC
LP		 Education BCL §301(a)(11)
LLCL §204(i)
PL §121-102(a)(3)(A)
acceptance Restricted BC
N-PC
LLC
LP		 Banking BCL §301(a)(5)(B)
N-PCL §301(a)(5)(B)
LLCL §204(f)
PL §121-102(3)(B)
“America Espirito Sport Fraternite” Restricted BC
N-PC
LLC
LP		 US Olympic Committee 36 U.S.C. §220506
annuity Restricted BC
N-PC
LLC
LP		 Insurance Department BCL §301(a)(5)(B)
N-PCL §301(a)(5)(B)
LLCL §204(f)
PL §121-102(3)(B)
arboretum Restricted BC
LLC
LP
EL		 Board of Regents and Commissioner of
Education		 BCL §301(a)(11)
LLCL §204(i)
PL §121-102(a)(3)(A)
EL §216
assurance Restricted BC
N-PC
LLC
LP		 Insurance Department BCL §301(a)(5)(B)
N-PCL §301(a)(5)(B)
LLCL §204(f)
PL §121-102(3)(B)
attorney Prohibited LLC LLCL §204(f)
Judiciary Law §485
bank Restricted BC
N-PC
LLC
LP		 Banking Department BCL §301(a)(5)(B)
N-PCL §301(a)(5)(B)
LLCL §204(f)
PL §121-102(3)(B)
benefit Restricted BC
N-PC
LLC
LP		 Insurance Department BCL §301(a)(5)(B)
N-PCL §301(a)(5)(B)
LLCL §204(f)
PL §121-102(3)(B)
blind Restricted BC
LLC
LP		 Social Services BCL §301(a)(7)
LLCL §204(g)
PL §121-102(3)(C)
board of trade Prohibited BC
LLC
LP		 BCL §301(a)(5)(A)
LLCL §204(e)
PL §121-102(3)(A)
bond Restricted BC
N-PC
LLC
LP		 Insurance Department BCL §301(a)(5)(B)
N-PCL §301(a)(5)(B)
LLCL §204(f)
PL §121-102(3)(B)
casualty Restricted BC
N-PC
LLC
LP		 Insurance Department BCL §301(a)(5)(B)
N-PCL §301(a)(5)(B)
LLCL §204(f)
PL §121-102(3)(B)
chamber of commerce Prohibited BC
LLC
LP		 BCL §301(a)(5)(A)
LLCL §204(e)
PL §121-102(3)(A)
“Citius Altius Fortius” Restricted BC
N-PC
LLC
LP		 US Olympic Committee 36 U.S.C. §220506
college Restricted BC
LLC
LP		 See “university” for details
Board of Regents and
Commissioner of
Education		 BCL §301(a)(11)
LLCL §204(i)
PL §121-102(a)(3)(A)
Education Law §224(1)(a)
communityrenewal Prohibited BC
LLC
LP		 BCL §301(a)(5)(A)
LLCL §204(e)
PL §121-102(3)(A)
conservatory Restricted BL
LLC
LP		 Education BCL §301(a)(11)
LLCL §204(i)
PL §121-102(a)(3)(A)
corporation Prohibited LLC LLCL §204(e)
cooperative Prohibited BC
N-PC
LLC
LP		 Cooperative
Corporations
Law §3(j)
cooperation Prohibited BC
N-PC
LLC
LP		 Cooperative
Corporations
Law §3(j)
council Restricted BC
N-PC		 See “union” for details. BCL §301(a)(6)
N-PCL §404(j)
doctor Restricted BC
N-PC
LLC		 See Endnote (1)
for details.		 BCL §301(a)(5)(B)
N-PCL §301(a)(5)(B)
LLCL §204(f)
education Restricted BC
LLC
LP		 Education BCL §301(a)(11)
LLCL §204(i)
PL §121-102(a)(3)(A)
elementary Restricted BC
LLC
LP		 Education BCL §301(a)(11)
LLCL §204(i)
PL §121-102(a)(3)(A)
endowment Restricted BC
N-PC
LLC
LP		 Insurance Department BCL §301(a)(5)(B)
N-PCL §301(a)(5)(B)
LLCL §204(f)
PL §121-102(3)(B)
exchange Restricted BC
LLC
LP		 Attorney General BCL §301(a)(10)
LLCL §204(h)
PL §121-102(3)(D)
fidelity Restricted BC
N-PC
LLC
LP		 Insurance Department BCL §301(a)(5)(B)
N-PCL §301(a)(5)(B)
LLCL §204(f)
PL §121-102(3)(B)
finance Restricted BC
N-PC
LLC
LP		 Banking Department BCL §301(a)(5)(B)
N-PCL §301(a)(5)(B)
LLCL §204(f)
PL §121-102(3)(B)
guaranty Restricted BC
N-PC
LLC
LP		 Banking Department
and
Insurance Department		 BCL §301(a)(5)(B)
N-PCL §301(a)(5)(B)
LLCL §204(f)
PL §121-102(3)(B)
handicapped Restricted BC
LLC
LP		 Social Services BCL §301(a)(7)
LLCL §204(g)
PL §121-102(3)(C)
historical Restricted BC
LLC
LP		 Education BCL §301(a)(11)
LLCL §204(i)
PL §121-102(a)(3)(A)
historical society Restricted BC
LLC
LP		 Education BCL §301(a)(11)
LLCL §204(i)
PL §121-102(a)(3)(A)
history Restricted BC
LLC
LP		 Education BCL §301(a)(11)
LLCL §204(i)
PL §121-102(a)(3)(A)
incorporated Prohibited LLC LLCL §204(e)
indemnity Restricted BC
N-PC
LLC
LP		 Insurance Department BCL §301(a)(5)(B)
N-PCL §301(a)(5)(B)
LLCL §204(f)
PL §121-102(3)(B)
industrial organization Restricted BC
N-PC		 See “union” for details. BCL §301(a)(6)
N-PCL §404(j)
institute Restricted BC
LLC
LP		 Education BCL §301(a)(11)
LLCL §204(i)
PL §121-102(a)(3)(A)
insurance Restricted BC
N-PC
LLC
LP		 Insurance Department BCL §301(a)(5)(B)
N-PCL §301(a)(5)(B)
LLCL §204(f)
PL §121-102(3)(B)
investment Restricted BC
N-PC
LLC
LP		 Banking BCL §301(a)(5)(B)
N-PCL §301(a)(5)(B)
LLCL §204(f)
PL §121-102(3)(B)
kindergarten Restricted BC
LLC
LP		 Education BCL §301(a)(11)
LLCL §204(i)
PL §121-102(a)(3)(A)
labor Restricted BC
N-PC		 See “union” for details. BCL §301(a)(6)
N-PCL §404(j)
lawyer Restricted BC
N-PC
LLC		 See Endnote (2)
for details.		 BCL §301(a)(5)(B)
N-PCL §301(a)(5)(B)
LLCL §204(f)
library Restricted BC
LLC
LP		 Education BCL §301(a)(11)
LLCL §204(i)
PL §121-102(a)(3)(A)
loan Restricted BC
N-PC
LLC
LP		 Banking Department BCL §301(a)(5)(B)
N-PCL §301(a)(5)(B)
LLCL §204(f)
PL §121-102(3)(B)
mortgage Restricted BC
N-PC
LLC
LP		 Banking Department BCL §301(a)(5)(B)
N-PCL §301(a)(5)(B)
LLCL §204(f)
PL §121-102(3)(B)
museum Restricted BC
LLC
LP		 Commissioner of
Education		 BCL §301(a)(11)
LLCL §204(i)
PL §121-102(a)(3)(A)
EL §216
Olympiad or
Olympic or
Pan-American or
Paralympiad or
Paralympic		 Restricted BC
N-PC
LLC
LP		 US Olympic
Committee		 36 U.S.C. §220506
partnership Prohibited LLC LLCL §204(e)
prekindergarten Restricted BC
LLC
LP		 Education BCL §301(a)(11)
LLCL §204(i)
PL §121-102(a)(3)(A)
preschool Restricted BC
LLC
LP		 Education BCL §301(a)(11)
LLCL §204(i)
PL §121-102(a)(3)(A)
redevelopment Prohibited BC
N-PC		 Prohibited for BC’s and N-PC’s, except
for redevelopment companies under the PHFL.		 Private Housing
Finance Law § 205(3)
savings Restricted BC
N-PC
LLC
LP		 Banking Department BCL §301(a)(5)(B)
N-PCL §301(a)(5)(B)
LLCL §204(f)
PL §121-102(3)(B)
school Restricted BC
LLC
LP		 Education BCL §301(a)(11)
LLCL §204(i)
PL §121-102(a)(3)(A)
secondary Restricted BC
LLC
LP		 Education BCL §301(a)(11)
LLCL §204(i)
PL §121-102(a)(3)(A)
state police
or ————
state trooper		 Prohibited

———–

Restricted

 BC
LLC
LP
——N-PC		 —————————-
Can be used by a
N-PC whose membership
is composed exclusively
of state policemen or
state troopers, as the
case may be.		 BCL §301(a)(5)(A)
LLCL §204(e)
PL §121-102(3)(A)
———————–
N-PCL §301(a)(5)(A)
surety Restricted BC
N-PC
LLC
LP		 Insurance Department BCL §301(a)(5)(B)
N-PCL §301(a)(5)(B)
LLCL §204(f)
PL §121-102(3)(B)
tenant relocation Prohibited BC
LLC
LP		 BCL §301(a)(5)(A)
LLCL §204(e)
PL §121-102(3)(A)
title Restricted BC
N-PC
LLC
LP		 Insurance Department BCL §301(a)(5)(B)
N-PCL §301(a)(5)(B)
LLCL §204(f)
PL §121-102(3)(B)
trust Restricted BC
N-PC
LLC
LP		 Banking Department BCL §301(a)(5)(B)
N-PCL §301(a)(5)(B)
LLCL §204(f)
PL §121-102(3)(B)
underwriter Restricted BC
N-PC
LLC
LP		 Insurance Department BCL §301(a)(5)(B)
N-PCL §301(a)(5)(B)
LLCL §204(f)
PL §121-102(3)(B)
union
or
council
or
industrial organization
or
labor		 Restricted
————-
Restricted		 BC
———
N-PC		 Approval of Industrial Board of Appeals may
be required.
See Endnote. (3)
—————————-
Approval of Industrial Board of Appeals
may be required. >See Endnote. (4)		 BCL §301(a)(6)
————————
N-PCL §404(j)
United Nations Restricted BC
N-PC
LLC
LP		 Secretary General
of the
United Nations.		 General Business
Law §141
university Restricted BC
LLC
LP		 Board of Regents and Commissioner of
Education
See endnote (5)
for details		 BCL §301(a)(11)
LLCL §204(i)
PL §121-102(a)(3)(A) Education Law §224(1)(a)
urban development Prohibited BC
LLC
LP		 BCL §301(a)(5)(A) LLCL §204(e)
PL §121-102(3)(A)
urban relocation Prohibited BC
LLC
LP		 BCL §301(a)(5)(A)
LLCL §204(e)
PL §121-102(3)(A)
• BCL = Business Corporation Law      • N-PCL = Not-for-Profit Corporation Law
• LLCL = Limited Liability Company Law     • PL = Partnership Law     • EL – Education Law      • U.S.C. = United States Code

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Standard General Purpose

This Corporation is formed to engage in any lawful act or activity for which a corporation may be organized under the Business Corporation Law, provided That it is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained.

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Who Is The Incorporator?

The incorporator is the person who creates the corporate existence by signing the articles of incorporation. The incorporator may be one of the shareholders, directors, or officers of the corporation, or any other person. Being listed as the incorporator is in no way demonstrating ownership in the corporation. The incorporator cannot be amended (changed) at a later date.

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Effective Date of Incorporation

A corporation generally comes into existence and becomes officially “incorporated” when the Articles of Incorporation are filed with New York State. Becoming incorporated on the date of filing is usually the best option. However, if there is a reason that you require your corporation to have a later effective date, New York State allows up to a 90 day window. This future effective date is listed in the articles of incorporation when filed. If desired, indicate the date after filing that you want your corporation to begin.

One common example of a delayed filing date may occur in December. A person may want to have the corporation filed and ready to go for January. By not setting a start date for January 1st or later this may trigger Federal and State tax returns to be filed for the prior year even though no actual business has commenced. If unsure please speak with your Accounting professional.

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200 Shares N.P.V. (Standard)

Every business corporation must designate in its certificate of incorporation the number of shares that the corporation has authority to issue and must state the “par value” of the shares or whether they are without “par value.” Shares without par value may be issued or sold at any price. Shares with a stated par value cannot be issued or sold at a price less than the stated par value. Most corporations are formed with 200 shares no par value (N.P.V.).

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Non-Profit Purpose of Corporation

The Certificate of Incorporation must set forth the purpose or purposes for which the corporation is formed. It is sufficient to state that the purpose of the corporation is any purpose for which corporations may be organized under the NPCL, either as a Charitable Corporation or as a Non- charitable Corporation. Alternatively, the Certificate of Incorporation may set forth specific purposes. The Certificate of Incorporation form includes three choices regarding the corporation’s purpose. Check the appropriate box.

If the Certificate of Incorporation sets forth specific purposes, such statement of purposes must include sufficient information for a reader of the document to understand why the corporation has been formed. The Certificate of Incorporation may also set forth any activities that the corporation intends to carry out in furtherance of its purpose or purposes. However, a corporation is not required to set forth such activities or otherwise state how the corporate purposes will be achieved.

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Non-Profit Required Consents

Corporations formed for certain purposes require the consent or approval of another governmental agency or office. (See NPCL § 404) When one is required, the written consent or approval must be attached to the Certificate of Incorporation when it is submitted to the Department of State for filing. Complete Paragraph Fourth by checking the appropriate statement to indicate whether any consents or approvals are required.

The following is a partial list of governmental agencies and offices that must consent to or approve the filing of certain Certificates of Incorporation prior to filing with the Department of State. Questions regarding consents or approvals should be directed to the agency or office at the listed address or telephone number. 

 

Agency or Office Applicable Section of the NPCL and Purpose Requiring Consent or Approval
Office of the Attorney General
Antitrust Bureau
120 Broadway, 26th Floor New York, NY 10271
(212) 416-8436 		Section 404(a) – formation of a trade or business association.
Office of Children & Family Services
52 Washington Street Rensselaer, NY 12144
(518) 473-7793 		Section 404(b) – institutions for children; care of destitute, delinquent, abandoned, neglected or dependent children; adoption services; establishment or operation of a home or shelter for unmarried mothers; residential programs for victims of domestic violence or the solicitation of contributions for any such purposes.
Department of Health
Division of Legal Affairs
Corning Tower, Room 2482 Empire State Plaza
Albany, NY 12237
(518) 473-3233 		Section 404(b) – establishment or operation of any aged care accommodation; adult care facility; enriched housing programs; residences for adults or the solicitation of contributions for any such purpose.
Department of Education
Office of Counsel State Education Bldg. Room 148
Albany, NY 12234
(518) 473-8296

Section 404(d) – operation of a school, college, university or other entity providing post secondary education, library, museum or historical society.
Note: The Department of Education requires a $10 fee to obtain consent.
Public Health and Health Planning
Council Department of Health Division of Legal Affairs Corning Tower, Room 2482
Empire State Plaza
Albany, NY 12237
(518) 473-3233 		Sections 404(o) and (t) – establishment or maintenance of a hospital or facility providing health related services or the solicitation of contributions for any such purpose.
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Charitable Nature of the Corporation

Indicate whether the corporation is a Charitable Corporation or a Non-Charitable Corporation. The charitable or non-charitable categorization is based on the corporation’s purposes.

A Charitable Corporation is any corporation formed for Charitable Purposes. Charitable Purposes of a corporation means one or more of the following purposes: charitable, educational, religious, scientific, literary, cultural or for the prevention of cruelty to children or animals.

A Non-Charitable Corporation means any corporation formed under the Not-for-Profit Corporation Law, other than a Charitable Corporation, including but not limited to one formed for any one or more of the following non-pecuniary purposes: civic, patriotic, political, social, fraternal, athletic, agricultural, horticultural, or animal husbandry, or for the purpose of operating a professional, commercial, industrial, trade or service association.

A corporation formed for both charitable and non-charitable purposes is a Charitable Corporation.

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IRS Language

To qualify for tax exempt status under the Internal Revenue Code, the corporation must be organized for one or more of the purposes specifically designated in the Internal Revenue Code. The Internal Revenue Service will require that certain provisions be included in the corporation’s Certificate of Incorporation prior to granting tax exemption. These provisions are included in the Internal Revenue Service’s Publication 557 – Tax Exempt Status for your Organization.

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501 (c) 3 Language

Said organization is organized exclusively for charitable, religious, educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distributions of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted
to be carried on (a) by an organization exempt from Federal income tax under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code. Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any
future Federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization of organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

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The LLC is Managed by

In the formation of a new “LLC” you must choose the management type that will best fit your situation in operating the company. There are two distinct types to choose from. “Member Managed” which is where all the members (owners) participate in running the LLC or “Manager Managed” where only specified members, nonmembers or outsiders are tasked with running the business operations. The default is set to Member Managed as this is by far more common for small LLC’s.

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Requirement

Publication of Legal Notice are required for all New York LLC’s Under Section 206 of the Limited Liability Company Law, publishing is required within 120 days from forming the LLC or the LLC will have their authority to carry on, conduct or transact any business suspended.

Pricing

Our competitive prices for New York LLC publishing include the newspaper advertising and Department of State filing fees along with our modest service fee. We will ensure that all requirements are met from beginning to end. There are no hidden charges, annual contracts, or documents to sign. All quoted prices are based on the advertising costs in each stated county.

New York Publication Process:

Timeline to Complete Publishing:

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